Trillana vs Quezon College

8/11/2019 Trillana vs Quezon College

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Trillana vs.Quezon CollegeG.R. No. L-5003June 27, 1953

Paras, J.


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Facts Issue Held

Ratio Decidendi


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Facts Appellee - NAZARIO TRILLANA, administrator Appellant - QUEZON COLLEGE, INC., claimant


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Facts Deceased Damasa Crisostomo sent a letter to

defendant regarding her subscription to shares ofcapital stock in QC, Inc.

Damasa Crisostomo died on October 26, 1948. As no payment appears to have been made on

the subscription mentioned in the foregoing letter,the Quezon College, Inc. presented a claim beforethe Court of First Instance of Bulacan in her testateproceeding, for the collection of the sum ofP20,000, representing the value of the subscriptionto the capital stock of the Quezon College, Inc.


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Facts This claim was opposed by the administrator of the

estate, and the Court of First Instance of Bulacan,after hearing issued an order dismissing the claim ofthe Quezon College, Inc. on the ground that thesubscription in question was neither registered in norauthorized by the Securities and ExchangeCommission.

From this order, the Quezon College, Inc. has

appealed.


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Facts It appears that the application sent by Damasa

Crisostomo to the Quezon College, Inc. was writtenon a general form indicating that an applicant willenclose an amount as initial payment and will paythe balance in accordance with law and theregulations of the College.


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Facts On the other hand, in the letter actually sent by

Damasa Crisostomo, the latter (who requested thather subscription for 200 shares be entered) not onlydid not enclose any initial payment but stated that"babayaran kong lahat pagkatapos na ako aymakapagpahuli ng isda."


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Letter June 1, 1948The BOARD OF TRUSTEESQuezon College

Manila

Gentlemen:

Please enter my subscription to dalawang daan (200) shares of your capital stock with apar value of P100 each. Enclosed you will find (Babayaran kong lahat pagkatapos na

ako ay makapag-pahuli ng isda) pesos as my initial payment and the balance payablein accordance with law and the rules and regulations of the Quezon College. I herebyagree to shoulder the expenses connected with said shares of stock. I further submitmyself to all lawful demands, decisions or directives of the Board of Trustees of theQuezon College and all its duly constituted officers or authorities (ang nasa itaas aybinasa at ipinaliwanag sa akin sa wikang tagalog na aking nalalaman).

Very respectfully,

Very respectfully,(Sgd.) DAMASA CRISOSTOMO

Signature of subscriberNilagdaan sa aming harapan:

JOSE CRISOSTOMOEDUARDO CRISOSTOMO


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Testate One who dies leaving a valid will, or the description

of this status.


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Issue Whether or not the condition entered into by both

parties are valid.


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Held No, it is not valid.


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Ratio Decidendi There is nothing in the record to show that the

Quezon College, Inc. accepted the term ofpayment suggested by Damasa Crisostomo, or thatif there was any acceptance the same came to herknowledge during her lifetime.

As the application of Damasa Crisostomo isobviously at variance with the terms evidenced inthe form letter issued by the Quezon College, Inc.,

there was absolute necessity on the part of theCollege to express its agreement to Damasa's offerin order to bind the latter.


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Ratio Decidendi Conversely, said acceptance was essential,

because it would be unfair to immediately obligatethe Quezon College, Inc. under Damasa's promiseto pay the price of the subscription after she hadcaused fish to be caught.


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Ratio Decidendi In other words, the relation between Damasa

Crisostomo and the Quezon College, Inc. had onlythus reached the preliminary stage.


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Ratio Decidendi Indeed, the need to express acceptance on the

part of the Quezon College, Inc. becomes the moreimperative, in view of the proposal of DamasaCrisostomo to pay the value of the subscriptionafter she has harvested fish, a condition obviouslydependent upon her sole will and, therefore,facultative in nature, rendering the obligation void,under Article 1115 of the Old Civil Code .


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Article 1115 of the oldCivil Code

"If the fulfillment of the condition should dependupon the exclusive will of the debtor, theconditional obligation shall be void. If it shoulddepend upon chance, or upon the will of a thirdperson, the obligation shall produce all its effects inaccordance with the provisions of this code."


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Ratio Decidendi It cannot be argued that the condition solely is

void, because it would have served to create theobligation to pay.

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Trillana vs Quezon College